INVESTMENT TECHNOLOGY GROUP, INC.
C/O EQUISERVE TRUST COMPANY N.A.
P. O. BOX 8265
EDISON, NJ 08818-8265
Voter Control Number
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YOUR VOTE IS IMPORTANT. PLEASE VOTE IMMEDIATELY.
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VOTE-BY-INTERNET [GRAPHIC] OR VOTE-BY-TELEPHONE [GRAPHIC]
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1. LOG ON TO THE INTERNET AND GO TO 1. CALL TOLL-FREE
HTTP://WWW.EPROXYVOTE.COM/ITG 1-877-PRX-VOTE (1-877-779-8683)
2. ENTER YOUR VOTER CONTROL NUMBER 2. ENTER YOUR VOTER CONTROL NUMBER LISTED
LISTED ABOVE AND FOLLOW THE EASY ABOVE AND FOLLOW THE EASY RECORDED
STEPS OUTLINED ON THE SECURED INSTRUCTIONS.
WEBSITE.
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IF YOU VOTE OVER THE INTERNET OR BY TELEPHONE, PLEASE DO NOT MAIL YOUR CARD.
DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL
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PLEASE MARK
/X/ VOTES AS IN
THIS EXAMPLE.
FOR WITHHELD
FOR ALL WITHHELD
NOMINEES / / / / FROM ALL
1. Election of Directors. NOMINEES
(Please see reverse)
Nominees:
01. Frank E. Baxter
02. J. William Burdett
03. Neal S. Garonzik
04. William I Jacobs
05. Raymond L. Killian, Jr.
06. Robert L. King
07. Maureen O'Hara
08. Robert J. Russel
09. Mark A. Wolfson
/ / ________________________________________
For all nominees except as written above
FOR AGAINST ABSTAIN
2. Ratification of the appointment of
KPMG LLP as the independent / / / / / /
auditors for the 2003 fiscal year.
3. Re-approval of the / / / / / /
Pay-For-Performance
Incentive Plan.
Mark box at right if an address change or comment has been noted on
the reverse side of this card. / /
The undersigned hereby acknowledges receipt of the Form 10-K and the Notice of
Annual Meeting of Stockholders and the Proxy Statement, and hereby revokes all
previously granted proxies.
Signature: _____________________________ Date: ____________
Signature: _____________________________ Date: ____________
INVESTMENT TECHNOLOGY GROUP, INC.
Dear Stockholder,
Please take note of the important information enclosed with this Proxy. There
are a number of issues relat-ed to the management and operation of your Company
that require your immediate attention and approval. These are discussed in
detail in the enclosed proxy materials.
Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares.
You may vote in any one of the following three ways:
o VOTE BY MAIL. Please mark the boxes on this proxy card to indicate how your
shares will be voted. Then sign the card, detach it and return your proxy
vote in the enclosed postage paid envelope.
o VOTE BY PHONE. Call toll-free 1-877-779-8683, 24 hours a day, 7 days a week
from the U.S.
o VOTE BY INTERNET. Access the web site at http://www.eproxyvote.com/itg, 24
hours a day, 7 days a week.
If you vote by phone or using the Internet, please have your social security
number and this proxy card available. The sequence of numbers appearing in the
box above, just below the perforation, and your social security number are
necessary to verify your vote. A phone or Internet vote authorizes the named
proxies in the same manner as if you marked, signed, dated and returned this
proxy card. If you vote by phone or using the Internet, please do not mail back
your proxy card.
Your vote must be received prior to the Annual Meeting of Stockholders, May 7,
2003.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
P. Mats Goebels
Secretary
DETACH HERE
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PROXY CARD FOR ANNUAL MEETING OF STOCKHOLDERS
ON MAY 7, 2003
PROXY
This proxy is solicited by the Board of Directors of the Company. The
undersigned hereby appoints Robert J. Russel, Howard C. Naphtali and P. Mats
Goebels, and each them, as proxies with full power of substitution, to represent
the undersigned and to vote all shares of Common Stock of Investment Technology
Group, Inc. held of record by the under-signed on March 21, 2003, or which the
undersigned would otherwise be entitled to vote at the Annual Meeting of
Stockholders to be held on May 7, 2003, and any adjournment thereof, upon all
matters that may properly come before the meeting. All shares votable by the
undersigned will be voted by the proxies named above in the manner specified on
the reverse side of this card, and such proxies are authorized to vote in their
discretion on such other matters as may properly come before the meeting.
Please sign this proxy exactly as your name(s) appear(s) on the books of the
Company. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where more than
one name appears, a majority must sign. If a corporation, this signature should
be that of an authorized officer who should state his or her title.
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PLEASE VOTE, DATE AND SIGN THIS PROXY ON THE OTHER SIDE AND RETURN PROMPTLY IN
THE ENCLOSED ENVELOPE.
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HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
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